RHP 10-K & 10-Q changes, risk factors and insider trading

Due to federal income tax laws that restrict REITs from operating and managing hotels, we do not operate or manage the day-to-day functions of any of our hotel properties as a REIT. We lease or sublease our hotel properties to our TRS lessees, and such TRS lessees have engaged Marriott as a third-party hotel manager pursuant to hotel management agreements. Marriott manages the day-to-day operations of our Gaylord Hotels properties and JW Marriott Hill Country,properties, as well as the Inn at Opryland, the AC Hotel, Gaylord Springs, the W Austin and the General Jackson. We will identify third-party hotel managers to operate and manage any hotels that we acquire in the future. Our third-party hotel managers are responsible for the day-to-day management of our hotel properties, including, but not limited to, implementing significant operating decisions, setting rates for rooms and meeting space, controlling revenue and expenditures, collecting accounts receivable, and recruiting, employing and supervising employees at our hotel properties. We do not have the authority to require our third-party hotel managers to operate our hotel properties in a particular manner, although we have consent and approval rights for certain matters under our hotel management agreements with Marriott, subject to the limitations described therein. As a result, our financial condition, results of operations and our ability to service debt and make distributions to our stockholders are largely dependent on the ability of our third-party hotel managers to operate our hotel properties successfully. Any failure by our third-party hotel managers to provide quality services and amenities or to maintain and protect a quality brand name and reputation could have a negative impact on their ability to operate and manage our hotel properties successfully and could negatively impact our financial condition, results of operations and our ability to service debt and make distributions to our stockholders.

Our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are operated and managed by Marriott. As a result, our operational risk is concentrated in one third-party hotel manager, which makes us more vulnerable economically to any weakness of Marriott than if we entered into hotel management agreements with several third-party hotel managers. We cannot assure you that Marriott will satisfy its obligations to us or successfully operate and manage our current hotel properties. Any adverse developments in Marriott’s business and affairs, financial strength or ability to operate and manage our current hotel properties successfully could materially reduce our revenues and net income, which could in turn reduce the amount of distributions to our stockholders. If market recognition or the positive perception of Marriott is reduced or compromised, the goodwill associated with the Gaylord Hotels properties and JW Marriott hotelproperties in our portfolio may be adversely affected, which could materially reduce our revenues and net income, which could in turn reduce the amount of distributions to our stockholders. Additionally, we rely on the resources of and financial information provided by Marriott to report the financial results of our hotel properties. A failure by Marriott to accurately report the financial results of our hotel properties could materially affect our understanding of the hotel properties’ performance as well as our ability to accurately report on the hotel properties’ performance. Further, Marriott owns the Gaylord Hotels and JW Marriott brands and trademarks, and a failure on their part to maintain quality standards, including at any future projects that we do not own an interest in, could harm the brands and damage our business.

Our third-party hotel managers may own or operate hotels that compete with our current hotel properties and any hotel properties that we acquire, which may result in a conflict of interest. For example, Marriott and its affiliates own, have invested in, operate, and have provided credit support or operating guarantees to hotels that compete or will compete with our current hotel properties, including the Marriott Orlando World Center, which competes with Gaylord Palms, the Washington D.C. Marriott Marquis, which competes with Gaylord National, and the Gaylord Pacific Resort & Convention Center (“Gaylord Pacific”), which weopened doin notMay own,2025, but is schedulednot toowned openby in Spring 2025.us. As a result, our third-party hotel managers may make decisions regarding competing hotel properties that are not or would not be in our best interest. In addition, such third-party hotel managers’ operation of other hotels may divert attention away from the operation and management of our hotel properties.

Our primary business is hotel-related, and our current hotel properties, the operation of which generates substantially all our Hospitality segment revenue, are concentrated in the group-oriented meetings sector of the hospitality industry. Therefore, a downturn in the lodging industry, in general, and the group-oriented meetings sector, in particular, would have a material adverse effect on our financial condition, results of operations, the market price of our common stock and our ability to service debt and make distributions to our stockholders. Additionally, our group room rates may be contracted several years in advance, and we are subject to increases in operating costs over time that may not be offset by these group room rates, which may result in reduced margins and lower financial results.

Inflation, which has risenrose to levels not experienced in recent decades, has caused, and could continue to cause, broad price increases. A prolonged inflationary environment, and any fiscal, monetary or other policy interventions by the U.S. government or the Federal Reserve in reaction to such an environment, including increases in federal interest rates, could adversely affect our operating costs, customer spending and bookings, and ability to access the debt markets on favorable terms. If the cost to operate and maintain our hotels and other properties increases faster or at a rate greater than our ability to pass on costs by increasing amounts charged to guests and customers, our financial condition, results of operations and cash flows could be materially and adversely affected.

The hotel business is capital-intensive, and our inability to obtain financing or successfully complete acquisitions or capital improvements, or mitigate the disruption associated with them, could limit our growth or impact our performance.

Acquisitions of hotels will require significant capital expenditures, and hotels that we acquire may need renovations and capital improvements at the time of acquisition. All of our hotel properties will require periodic capital expenditures and renovation to remain competitive. We may also undertake hotel expansions or new features at our existing hotel properties that involve significant capital expenditures, such as our recently announcedongoing Gaylord Opryland expansion. If any hotels that we acquire are subject to franchise agreements, the franchisors of these hotels may also require periodic capital improvements as a condition to our maintaining the franchise licenses. We may not be able to fund capital improvements or acquisitions solely from cash provided from our operating activities because we must distribute at least 90% of our REIT taxable income (determined before the deduction for dividends paid and net of capital gains) each year to maintain our qualification as a REIT for federal income tax purposes. As a result, our ability to fund acquisitions or capital expenditures through any retained earnings or operating cash flow will be limited. Consequently, we will rely upon the availability of debt or equity capital to fund hotel acquisitions and improvements. Our ability to grow through acquisitions will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on market conditions. We cannot assure you that we will be able to obtain additional equity or debt financing or that we will be able to obtain such financing on favorable terms.

Our leases with our TRS lessees require our TRS lessees to make lease payments to us based in part on gross revenues from our hotel properties. Our operating risks include decreases in revenues at our hotel properties and increases in operating expenses at our hotel properties. Decreases in revenues or increases in operating expenses could adversely affect our TRS lessees’ ability to make lease payments due under the leases, including, but not limited to, increases in wage and benefit costs, repair and maintenance expenses, property taxes, insurance costs, supply costs and other operating expenses. Increases in those operating expenses can have a significant adverse impact on our financial condition, results of operations, the market price of our common stock, and our ability to service debt and make distributions to our stockholders.

We are subject to numerous, complex, and frequently changing laws, regulations, and contractual obligations designed to protect personal information. Various U.S. federal and state laws, payment card industryPCI security standards, and other information privacy and security standards are all applicable to us. Many states have passed laws regulating how businesses collect and use consumer personal data, and other states are considering enacting similar laws. Significant legislative, judicial or regulatory changes have been and could be issued in the future. These legal requirements are rapidly changing and are not consistent across jurisdictions. Violations of these new laws may subject us to civil monetary penalties, and the CCPA, as amended by the California Privacy Rights Act, provides for a private cause of action for data breaches.penalties. Compliance with changes in applicable data security and privacy laws and regulations and contractual obligations has increased, and may in the future increase, our operating costs and may restrict our business operations, increase our exposure to fines and litigation in the event of alleged noncompliance, and adversely affect our reputation. Moreover, many jurisdictions are considering and adopting regulations governing the use of artificial intelligence and machine learning applications and tools. Compliance with these regulations may be difficult or costly to implement and result in a burden on our operations that use artificial intelligence or machine learning applications and tools. Any failure or perceived failure to comply with these regulations could subject us to enforcement actions, fines, and penalties, or may adversely affect our reputation.

While we have implemented security measures to safeguard our systems and data, our measures or the measures of our service providers or hotel manager may not be sufficient to maintain the confidentiality, integrity, or availability of the data collected, stored, and used to manage our businesses. Efforts to hack or circumvent security measures, efforts to gain unauthorized access to data, failure of systems or software to operate as designed or intended, viruses, “ransomware” or other malware, “supply chain” attacks, “phishing” or other types of business email compromises, operator error, or inadvertent releases of data may materially impact our information systems and records of those of our owners, licensees, service providers, or others on which we rely. Our reliance on computer, Internet-based, and mobile systems and communications, and the frequency and sophistication of efforts by third parties to gain unauthorized access to such systems, have greatly increased in recent years. Like most large multinational corporations, our hotel manager and its service providers have experienced cybercybersecurity attacks,incidents, and attempts to disrupt access to their systems and data or those of properties our hotel manager manages and the frequency and sophistication of such efforts could continue to increase. The rapid evolution and increased adoption of artificial intelligence technologies, by us and our third-party service providers, may also heighten our cybersecurity risks by making cybercybersecurity attacksincidents more difficult to detect, contain and mitigate. We and our third-party service providers, including our third-party hotel manager, have increasingly reliedrely on cloud-based services and on remote access to information systems in recent years,systems, which hasfurther increasedincreases our exposure to potential cybersecurity incidents. Any theft, loss, loss of access to, or fraudulent use of guest, associate, owner, licensee, or company data could adversely impact our reputation or the reputation of our hotel manager and could result in remedial and other expenses, fines, or litigation. Depending on the nature and scope of the event, compromises in the security of our information systems or those of our owners, licensees, or service providers or other disruptions in data services could lead to an interruption in the operation of our systems or our hotel manager’s systems, resulting in operational inefficiencies and a loss of profits, and negative publicity, resulting in tangible adverse effects on our business, including consumer boycotts, cancellations, lost sales or litigation, all of which could affect our market share, reputation, business, financial condition, or results of operations. These events may also cause us to incur substantial costs, including but not limited to, costs associated with remediation for or recovery of stolen assets or information, including ransom costs paid to cyber attackers, costs for sending legally required notifications to customers or other affected individuals, and increased cyber protection costs to guard against opportunities for re-occurrence of a breach. Although we or our manager carry cyber/privacy liability insurance that is designed to protect us against certain losses related to cyber risks, that insurance coverage may not be sufficient to cover all losses or all types of claims that may arise in connection with cybercybersecurity attacks,incidents, security compromises, and other related incidents. Furthermore, in the future such insurance may not be available on commercially reasonable terms, or at all.

Environmental laws, ordinances and regulations of various federal, state, local and foreign governments regulate certain of our properties and could make us liable for the costs of removing or cleaning up hazardous or toxic substances on, under or in the properties we currently own or operate or those we previously owned or operated. Those laws could impose liability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent the real property or to borrow using the real property as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Other laws, ordinances and regulations could require us to manage, abate or remove lead- or asbestos-containing materials. Similarly, the operation and closure of storage tanks are often regulated by federal, state, local and foreign laws. Finally, certain laws, ordinances and regulations, particularly those governing the management or preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, sell or rent our real property. Existing governmental laws and regulations may be revised or new laws and regulations relating to climate change,change (including, but not limited to, required reduction of carbon emissions or energy usage), air quality or other environmental and health concerns may be adopted or become applicable to us, which could affect the operations of our hotels and/or result in significant additional expense and operating restrictions. The costs to clean up a contaminated property, to defend a claim, or to comply with environmental laws could be material and could adversely affect our financial condition, results of operations, the market price of our common stock and our ability to make distributions to our stockholders. Additionally, because we rely on third-party managers to operate our hotel properties and certain attractions, we have limited control over ensuring compliance at those locations with applicable environmental laws or regulations or approving certain remediation action taken by the manager to resolve such issues.

As an owner of hotel properties and operator of leisure businesses, we are subject to risks relating to acts of God, outbreaks of pandemic disease, terrorist activityactivity, geopolitical uncertainty and war.

Our operating income and ability to make distributions to our stockholders may be reduced by acts of God, outbreaks of pandemic disease, or acts of terrorism in locations where we own and/or operate significant properties and areas of the world from which we draw a large number of customers. Gaylord Opryland, which is located adjacent to the Cumberland River and is protected by levees built to sustain a 100-year flood, suffered flood damage on May 3, 2010 as the river rose to levels that over-topped the levees. We have completed enhancements to the levees that protect the hotel to increase the height of the levees, and we also maintain a prudent level of flood insurance in an amount which we believe is sufficient to respond to any potential flood losses at Gaylord Opryland. While we believe these steps are reasonable given the likelihood of flood damage at Gaylord Opryland, there can be no assurances that flooding will not occur at Gaylord Opryland in the future and that actual flood losses will not be in excess of insurance limits. Some types of losses, such as from flood, earthquake, hurricane, tornado, wildfire, terrorism and environmental hazards, may be either uninsurable, subject to sublimit, or too expensive to justify fully insuring against. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a hotel, as well as the anticipated future revenue from the hotel. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. Similarly, outbreaks of pandemic disease, wars or armed conflicts (including the potential for war or armed conflicts), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife as well as geopolitical uncertainty, including increased tariffs, may cause our future results to differ materially from anticipated results.

We and our third-party hotel managers compete with other companies both within and outside of the hospitality and entertainment industries for personnel. We and our hotel managers have experienced challenges hiring qualified personnel due to various factors, such as increasing wage expectations and competition for labor from other industries, including and continuing after the COVID-19 pandemic and in the current inflationary environment, and these circumstances could continue or worsen in the future to an extent and for durations that we are not able to predict. If we and our hotel managers cannot recruit, train, develop and retain sufficient numbers of associates, we could experience significant negative impacts to our operations, including low employee morale, high employee turnover and low guest satisfaction. Insufficient numbers of personnel could also limit our ability to grow and expand our businesses. Labor shortages have resulted in and could continue to result in higher wages and initial hiring costs, increasing our labor costs and those of our third-party hotel managers, which could reduce our profits and ultimately impair our ability to make distributions to our stockholders. In addition, the efforts and ability of our senior executives are important elements of maintaining our competitive position and driving future growth, and the loss of the services of one or more of our senior executives could result in challenges executing our business strategies or other adverse effects on our business.

If, in any taxable year, we fail to qualify for taxation as a REIT,REIT and are not entitled to relief under the Internal Revenue Code of 1986, as amended (the “Code”):

Prior to 2012, we had not paid a cash distribution on our common stock since 1999. Beginning in 2013 we declared, and we intend to continue to declare when appropriate, cash dividends, the amount of which will be determined, and will be subject to adjustment, by our board of directors. Our board of directors has approved ana dividend policy pursuant to which we will make minimum dividends of 100% of REIT taxable income annually, subject to the board of directors’ future determinations as to the amount of any distributions and the timing thereof. Our dividend policy may be altered at any time by our board of directors, and certain provisions of our debt agreements may prohibit us from paying dividends in accordance with any policy we may adopt. To qualify as a REIT, we are generally required to distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gains) each year to our stockholders. If our cash available for distribution falls short of our estimates, we may be unable to maintain the proposed quarterly distributions that approximate our taxable income and may fail to qualify for taxation as a REIT. In addition, our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for federal and state income tax purposes, or the effect of nondeductible expenditures.

The maximum tax rate applicable to “qualified dividend income”, which includes income from dividends paid by domestic C corporations to non-corporate stockholders, is 20.0% plus a 3.8% “Medicare tax” applicable to individuals, trusts and estates whose income exceeds certain thresholds. Dividends payable by REITs generally do not qualify for the reduced tax rate applicable to qualified dividend income. Under the Tax Cuts and Jobs Act of 2017 (the “TCJA”), however, aA non-corporate taxpayertaxpayer, however, may deduct 20% of the ordinary dividends (e.g. dividends that are not “capital gain dividends” or “qualified dividend income”) received from a REIT for taxable years beginning before January 1, 2026.REIT. Although this deduction reduces the effective U.S. federal income tax rate applicable to certain dividends paid by REITs (which is generally 29.6% based on the current maximum U.S. federal income tax rate for individuals of 37%), suchthis effective tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Moreover, there can be no assurance that Congress will extend the availability of the 20% deduction described above to subsequent tax years, and if Congress does not act, the difference in effective tax rates applicable to ordinary dividends paid by REITs and the tax rates applicable to qualified dividend income will become even greater for tax years beginning on or after January 1, 2026. The more favorable tax rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of our stock.

If we fail to comply with certain REIT asset ownership tests at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive assets. These actions may reduce our income and amounts available for distribution to our stockholders.

We hold our non-qualifying REIT assets in one or more TRSs. These non-qualifying REIT assets consist primarily of non-real estate assets related to our Hospitality segment and the assets related to our Entertainment segment as historically structured and operated. We conduct a significant portion of our business activities through these TRSs. Under the Code, beginning in 2026, no more than 20%twenty-five percent (25%) of the value of the assets of a REIT may be represented by securities of one or more TRSs,TRSs and no more than 5% of the value of the assets of a REIT may be represented by other non-qualifying assets. These limitations may affect our ability to make additional investments in our Entertainment segment as historically structured and operated or in other non-REIT qualifying operations or assets. To meet our annual distribution requirements, we may be required to distribute amounts that may otherwise be used for our operations, including amounts that may otherwise be invested in future acquisitions, capital expenditures or repayment of debt, and it is possible that we might be required to borrow funds, sell assets or issue equity to fund these distributions, even if the then-prevailing market conditions are not favorable for these borrowings, sales or offerings.

The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings by our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed twenty-five percent (25%) of the fair market value of our assets, we would fail to qualify as a REIT.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain applicable financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt, including, in the case of our existing credit facility, our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly-owned indirect subsidiary of the Company; and in the case of the OEG term loan, the OEG assets; and in the case of the Block 21 loan, Block 21 assets. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed by financing agreements on our ability to pay dividends, incur additional debt and to take other actions might significantly impair our ability to obtain other financing and to make distributions to our stockholders in accordance with any dividend policy.

Subject to applicable laws and certain agreed-upon exceptions, our revolving credit facility and term loan B are secured by equity pledges of our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly-owned indirect subsidiary of the Company. The OEG term loan and OEG revolver are secured by substantially all of the assets of OEG Finance, other than Block 21Finance and Southern Entertainment. The Block 21 loan is secured by alleach of theits assets of Block 21.subsidiaries. In the event of a default under our credit facility, or if we experience insolvency, liquidation, dissolution or reorganization, the holders of our secured debt instruments would first be entitled to payment from their collateral security, and only then would holders of our unsecured debt be entitled to payment from our remaining assets.

We are a Delaware corporation, originally incorporated in 1956, that, following our REIT conversion in 2012, began operating as a self-advised and self-administered REIT for federal income tax purposes on January 1, 2013, specializing in group-oriented, destination hotel assets in urban and resort markets. Our core holdings include a network of five upscale, meetings-focused resorts totaling 9,91711,869 rooms that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand.and TheseJW Marriott brands. The five Gaylord Hotels resorts, which we refer to as our Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”), the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”), and the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”). OurThe othertwo owned hotel assets managed byJW Marriott includeresorts, which we refer to as our JW Marriott properties, consist of the JW Marriott San Antonio Hill Country Resort & Spa (“JW Marriott Hill Country”) (effective June 30, 2023), and the JW Marriott Desert Ridge Resort & Spa (“JW Marriott Desert Ridge”) (effective June 10, 2025). Our other owned hotel assets managed by Marriott include the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National.

Each of our award-winning Gaylord Hotels properties,properties as well as theand JW Marriott Hill Country,properties incorporates not only high-quality lodging, but also at least 400,000 square feet (268,000 in the case of JW Marriott Hill Country) oflarge-scale meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property. Our Gaylord Hotels properties each include at least 400,000 square feet of meeting, convention and exhibit space, and our JW Marriott properties each contain at least 240,000 square feet of meeting, convention and exhibit space. As a result, our Gaylord Hotels properties and JW Marriott Hill Countryproperties provide a convenient and entertaining environment for convention guests. Our Gaylord Hotels properties and JW Marriott Hill Countryproperties focus on the large group meetings market in the United States.

We also own aan approximate 70% controlling 70% equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which we report as our Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for 99100 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of six Blake Shelton-themed bar, music venue and event spaces; Category 10, a brand of Luke Combs-themed bar, music venue and event space that opened in Nashville, Tennessee in November 2024 with additional locations expected to open in Las Vegas, Nevada in late 2026 and at Universal Orlando Resort’s CityWalk in late 2027; as of May 31, 2022, Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”); and as of January 3, 2025, a majority equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company. PriorIn addition, in January 2026, OEG began managing the Ascend Amphitheater in downtown Nashville, Tennessee; and we expect OEG to Junebegin 16,managing 2022,the weCCNB ownedAmphitheatre 100%outside of OEG.Greenville, South Carolina in February 2026.

The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period. A variety of factors can affect the results of any interim period, including the nature and quality of the group meetings and conventions attending our hotels during such period, which meetings and conventions have often been contracted for several years in advance, the level of attrition our hotels experience, and the level of transient business at our hotels during such period. Increases in costs, including labor costs, insurance costs, costs of food and other supplies, and energy costs have affected our operations in recent years and in the future could negatively affect our results, particularly during an inflationary economic environment.results. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.

The increase in total operating expenses during 2024,2025, as compared to 2023,2024, is primarily the result of increases in Hospitality segment and Entertainment segment expenses of $99.3$116.3 million and $18.2$82.1 million, respectively, and an increase in depreciation expense of $24.4$42.5 million, as presented in the tables below. In addition, the 2025 increase in operating expenses is partially attributable to 2024 including a reduction in total operating expenses of $9.1 million related to a refund of Tennessee franchise tax for prior years caused by a change in tax law that did not recur in 2025.

The above factors resulted in a $37.2$3.8 million improvementdecrease in operating income for 2024,2025, as compared to 2023.2024.

Our $61.6$32.9 million decrease in net income in 2024,2025, as compared to 2023,2024, was duealso primarilydriven toby the following factors, each as described more fully below:

Total Hospitality revenues in 20242025 include $43.0$44.9 million in attrition and cancellation fee collections, a $0.8$1.9 million decreaseincrease from 2023.2024.

Each of the other hotel expense categories above increased in 2024,2025, as compared to 2023,2024, due to the addition of JW Marriott HillDesert Country.Ridge. Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security. The increase in administrativeproperty employmenttaxes costsin during 2024,2025, as compared to 2023,2024, also includes anslight increaseincreases at Gaylordseveral OprylandHospitality relatedsegment to increased employment costs within the marketing and engineering departments. The increase in utility costs during 2024, as compared to 2023, also includes an increase at Gaylord Texanproperties due to increasedrecent rates.reappraisals. The increase in other expenses, which include supplies, advertising, maintenance costs and consulting costs, during 2024,2025, as compared to 2023,2024, wasalso partiallyincludes offsetslight byincreases of various miscellaneous expenses across the Hospitality segment. In addition, 2024 includes a decrease at Gaylord Opryland due to a refund of $5.4 million of Tennessee franchise tax for prior years caused by a change in tax law,law asthat welldid asnot decreasesrecur atin Gaylord Palms and Gaylord National primarily due to decreased occupancy levels.2025.

Each of our management agreements with Marriott requires us to pay Marriott a base management fee based on the gross revenues from the applicable property for each fiscal year or portion thereof. The applicable percentage for our Gaylord Hotels properties, excluding Gaylord Rockies, is approximately 2% of gross revenues, Gaylord Rockies isand JW Marriott Desert Ridge are approximately 3% of gross revenues, and JW Marriott Hill Country is approximately 3.5% of gross revenues. Additionally, we pay Marriott an incentive management fee based on the profitability of our hotels. We incurred $50.8 million, $46.7 million,million and $41.3 million and $33.7 million in total base management fees to Marriott related to our Hospitality segment during 2024,2025, 20232024 and 2022,2023, respectively. We also incurred $29.9$27.4 million, $28.3$29.9 million and $12.8$28.3 million in incentive management fees for our Hospitality segment during 2024,2025, 20232024 and 2022,2023, respectively. Management fees are presented throughout this Annual Report on Form 10-K net of the amortization of the deferred management rights proceeds discussed in Note 5, “Deferred Management Rights Proceeds,” to the consolidated financial statements included herein.

Hospitality segment depreciation and amortization expense increased in 2024,2025, as compared to 2023,2024, primarily due to the depreciable assets associated with JW Marriott HillDesert Country,Ridge, which we purchased June 30,10, 2023.2025, as well as an increase at Gaylord Palms associated with the addition of depreciable assets associated with the property’s rooms and lobby renovation.

JW Marriott Hill Country Results. The results of JW Marriott Hill Country for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands, except percentages and performance metrics):

Entertainment segment financial results for 2022 include Block 21 beginning May 31, 2022. The following presents the financial results of our Entertainment segment for the years ended December 31, 2024,2025, 20232024 and 20222023 (in thousands, except percentages):

Entertainment segment operating expenses increased in 2024,2025, as compared to 2023,2024, primarily duerelated to Southern Entertainment, the openingoperations of OleCategory Red10 LasNashville, Vegas,and partiallyhigher offsetbusiness bylevels theat temporaryW closureAustin. ofIn theaddition, Wildhorse2024 Saloon, as well asincluded a refund of Tennessee franchise tax for prior years caused by a change in tax law.law that did not recur in 2025.

Depreciation and amortization increased in 2024,2025, as compared to 2023,2024, primarily dueassociated towith the additionincrease ofin depreciable and amortizable assets associated with OleCategory Red10 LasNashville Vegas.and Southern Entertainment, as well as increased depreciation and amortization related to Block 21 attributable to construction enhancements completed at the property in 2024 and the first half of 2025.

Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pensionpension, information technology, consulting and other administrative costs, decreasedincreased in 2024,2025, as compared to 2023,2024, primarily as a result of a decrease inincreased employment expenses.

Preopening costs for 2025 primarily include costs associated with Category 10 Las Vegas, which is expected to open in late 2026. Preopening costs for 2024 primarily include costs associated with Category 10,10 Nashville, which opened in November 2024 and Ole Red Las Vegas, which opened in January 2024. Preopening costs for 2023 primarily include costs associated with Ole Red Las Vegas.

Loss on sale of assets for 2025 includes the sale of miscellaneous Entertainment segment assets. Gain on sale of assets for 2024 and loss on sale of assets for 2022 includes the sale of miscellaneous corporate assets.

The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps for the years ended December 31, 2025, 2024 and 2023 (in thousands, except percentages):

Interest expense increased in 2024,2025, as compared to 2023,2024, due primarily to higher interest rates and higher levels of indebtedness attributable to the $1issuance billionof $625 million in 6.50% senior notes,notes in June 2025, partially offset by a reduction in interest expense associated with the prepaymentTerm Loan B as a result of a reduction in the Gaylordoutstanding Rockiesborrowing $800amount millionduring term loan.2024.

The loss from unconsolidated joint ventures for 20232025 represents oura loss on an equity method share of losses associated with our previous investment in Circle.investment.

During 20242025 and 2023,2024, we recorded an income tax (provision) benefit of $(13.8)$7.3 million and $93.7$13.8 million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction for both years and a changechanges in valuation allowanceincome at theour TRSs in 2023.both years.

EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture Definition

We then exclude the pro rata share of Adjusted EBITDAre related to noncontrolling interests in consolidated joint ventures to calculate Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture.Interest.

We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture to evaluate our operating performance. We believe that the presentation of these non-GAAP financial measures provides useful information to investors regarding our operating performance and debt leverage metrics, and that the presentation of these non-GAAP financial measures, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. We make additional adjustments to EBITDAre when evaluating our performance because we believe that presenting Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture provides useful information to investors regarding our operating performance and debt leverage metrics.

The following is a reconciliation of our consolidated GAAP net income available to common stockholders to FFO and Adjusted FFO for the years ended December 31, 2024,2025, 20232024 and 20222023 (in thousands):

Cash Flows Provided By Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During 2024,2025, our net cash flows provided by operating activities were $576.5$590.6 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $550.3$563.9 million and favorable changes in working capital of approximately $26.2$26.8 million. The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays and increased advanced ticket sales on future concerts and events, partially offset by a decrease in accounts receivablepayable associateddue withto a difference inthe timing of credit card settlements.payments.

During 2023,2024, our net cash flows provided by operating activities were $557.1$576.5 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of approximately $500.6$550.3 million and favorable changes in working capital of approximately $56.5$26.2 million. The favorable changes in working capital primarily resulted from an increase in deferred revenues associated with increased advanced room deposits on future hotel room stays.stays and a decrease in accounts receivable associated with a difference in timing of credit card settlements.

Cash Flows Used in Investing Activities. During 2023,2025, our primary use of funds for investing activities was the use of $791.5$862.0 million in net cash to purchase JW Marriott HillDesert CountryRidge and purchases of property and equipment, which totaled $206.8$358.2 million. Purchases of property and equipment consisted primarily of the construction of Ole Red Las Vegas; enhancementsprojects at Gaylord RockiesOpryland, toincluding bettera positionmeeting space expansion, the propertyrenovation forof ouran groupexisting customersballroom and pre-function space, and the development of a sports bar, pavilion and event lawn; a rooms, restaurant and meeting spacerooms renovation at Gaylord Palms; enhancements to the offerings at Block 21Texan; and ongoing maintenance capital expenditures for each of our existing properties.

Cash Flows Provided By (Used In) Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash dividends.distributions. During 2024,2025, net cash flows usedprovided inby financing activities were $290.3$567.3 million, primarily reflecting the issuance of $1$625.0 billionmillion in 6.50% senior notes,notes and $275.5 million in net proceeds from the issuance of approximately 3.0 million shares of our common stock, partially offset by the prepaymentpayment of the Gaylord Rockies $800.0$285.6 million termin loan,cash distributions, the net repayment of $203.5$21.0 million under our term loan B, the paymentOEG ofrevolving $266.1credit million in cash distributions,facility, and the payment of $23.7$13.1 million in deferred financing costs.

During 2023,2024, net cash flows providedused byin financing activities were $711.9$290.3 million, primarily reflecting the issuance of $400.0$1 millionbillion in 7.25%6.50% senior notes, $395.4offset by the prepayment of the Gaylord Rockies $800.0 million interm net proceeds from the issuance of approximately 4.4 million shares of our common stock, andloan, the net borrowingrepayment of $121.3$203.5 million under our refinancedterm creditloan facility, partially offset byB, the payment of $176.0$266.1 million in cash distributions, and the payment of $23.4$23.7 million in deferred financing costs.

At December 31, 2024,2025, we had $477.7$471.4 million in unrestricted cash and $754.7$780.0 million available for borrowing in the aggregate under our revolving credit facility and the OEG revolving credit facility. During 2024,2025, we issued $1$625.0 billionmillion in new 6.50% senior notes, repaidreceived $275.5 million in net proceeds from the $800.0issuance of approximately 3.0 million Gaylordshares Rockiesof termour loan,common stock, used $862.0 million in net cash to purchase JW Marriott Desert Ridge, incurred capital expenditures of $407.9$358.2 million,million and paid $266.1$285.6 million in cash distributions, and repaid $203.5 million under our term loan B.distributions. These changes, partially offset by the cash flows provided by operations discussed above, were the primary factors in the decrease in our cash balance from 20232024 to 2024.2025.

We anticipate investing in our operations during 20252026 by spending between approximately $400$350 million and $500$450 million in capital expenditures, which includes projects at Gaylord Opryland for the renovation of a ballroom and pre-function space, the development of a sports bar, pavilion and event lawn, and a meeting space expansion at Gaylord Opryland; a rooms renovationrenovations at Gaylord Texan and JW Marriott Hill Country; the construction of Category 10 Las Vegas; the construction of Category 10 at Universal Orlando Resort’s CityWalk; and ongoing maintenance capital for each of our current facilities. Further, our dividend policy provides that we will make minimum dividends of 100% of REIT taxable income annually. We currently have no debt maturities until JanuaryOctober 2026.2027. We believe we will be able to refinance our debt agreements prior to their maturities.

Credit Facility. On May 18, 2023, we entered into a Credit Agreement (as modified pursuant to the First Incremental Agreement andAgreement, the Second Incremental Agreement and the First Amendment (each as hereinafter defined) and as further supplemented,, the “Credit Agreement”), among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, which replaced the Company’s previous credit facility. The Credit Agreement provides for a $700.0 million revolving credit facility (the “Revolver”) and a senior secured term loan B (the “Term Loan B”) (in the original principal amount of $500.0 million, which was reduced to $295.0 million on March 28, 2024), as well as an accordion feature that will allow us to increase the facilities by an aggregate of up to $475 million, which may be allocated between the Revolver and the Term Loan B at our option.agent.

Each of the Revolver and Term Loan B is guaranteed by us, each of our subsidiaries that own the Gaylord Hotels properties and the JW Marriott properties and certain of our other subsidiaries. Each of the Revolver and the Term Loan B is secured by equity pledges of our subsidiaries that are the fee owners of Gaylord Opryland and Gaylord Texan, their respective direct and indirect parent entities, and the equity of Ryman Hotel Operations Holdco, LLC, a wholly owned indirect subsidiary of the Company. Assets and equity of OEG are not subject to the liens of the Credit Agreement.

In addition, each of the Revolver and Term Loan B contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. ThePer the First Amendment to the Credit Agreement, the material financial covenants, ratios or tests contained in the Credit AgreementRevolver are as follows:

Revolving Credit Facility. ThePer the First Amendment to the Credit Agreement, the maturity date of the Revolver is MayJanuary 18,28, 2027,2030, with the option to extend the maturity date for a maximum of one additional year through either (i) a single 12-month extension option or (ii) two individual six-month extensions. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) Adjusted Term SOFR plus the applicable margin ranging from 1.40% to 2.00%, (ii) Adjusted Daily SimplySimple SOFR plus the applicable margin ranging from 1.40% to 2.00% or (iii) a base rate as set in the Credit Agreement plus the applicable margin ranging from 0.40% to 1.00%, with each option dependent upon our consolidated net leverage ratio (as defined in the Credit Agreement). Principal is payable in full at maturity, and the Revolver was undrawn at closing.maturity.

For purposes of the Term Loan B,Revolver, each of Term SOFR and Daily SimplySimple SOFR are subject to a floor of 0.00%.

$1 Billion 6.50% Senior Notes. On March 28, 2024, the Operating Partnership and RHP Finance Corporation (“Finco”) (collectively, the “issuing subsidiaries”) completed the private placement of $1.0 billion in aggregate principal amount of 6.50% senior notes due 2032, which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement. The $1 Billion 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $1 Billion 6.50% Senior Notes have a maturity date of April 1, 2032 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on April 1 and October 1 each year, beginning October 1, 2024.year. The $1 Billion 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $700 Million 4.75% Senior Notes, the $625 Million 6.50% Senior Notes, the $600 Million 4.50% Senior Notes and the $400 Million 7.25% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $1 Billion 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $1 Billion 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $1 Billion 6.50% Senior Notes.

We also own an approximate 70% controlling equity interest in a business comprised of a number of entertainment and media assets, known as the Opry Entertainment Group (“OEG”), which we report as our Entertainment segment. These assets include the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for over 100 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry’s radio home; Ole Red, a brand of six Blake Shelton-themed bar, music venue and event spaces; Category 10, a brand of Luke Combs-themed bar, music venue and event spaces that opened in Nashville, Tennessee in November 2024, with additional locations expected to open in Las Vegas, Nevada in late 2026 and at Universal Orlando Resort’s CityWalk in lateearly 20272028; Block 21, a mixed-use entertainment, lodging, office, and retail complex located in Austin, Texas (“Block 21”),; and a majority and controlling equity interest in Southern Entertainment, a Charlotte, North Carolina-based national music festival and events production company. In addition, in January 2026, OEG began managing the Ascend Amphitheater in downtown Nashville, Tennessee, and in February 2026, OEG began managing the CCNB Amphitheatre outside of Greenville, South Carolina.

Leverage Brand Name Awareness. We believe the Grand Ole Opry is one of the most recognized entertainment brands in the United States. We promote the Grand Ole Opry name through various media, including our WSM-AM radio station, the Internet and television, and through performances by the Grand Ole Opry’s members, many of whom are renowned country music artists. As such, we have alliances in place with multiple distribution partners in an effort to foster brand extension. We believe that licensing our brand may provide an opportunity to increase revenues and cash flow with relatively little capital investment. We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness. To this end, we have purchased Block 21, invested in six Ole Red locations and recently announced the planned development of a seventh Ole Red location that is expected to open in lateearly 2027,2028, opened our first Category 10 in November 2024 and have announced the development of two additional Category 10 locations that are expected to open in late 2026 and lateearly 2027,2028, respectively, purchased a majority interest in Southern Entertainment in January 2025, and began managing the Ascend Amphitheater in January 2026 and the CCNB Amphitheatre in February 2026. In September 2025, the Grand Ole Opry traveled to the Royal Albert Hall in London for the first international performance in its history. Further, in 2022, we completed a strategic transaction to sell a minority interest in OEG to an affiliate of Atairos Group, Inc. and its strategic partner NBCUniversal Media, LLC, who we believe will continue to help us expand the distribution of our OEG brands.

For the three and six months ended MarchJune 31,30, 2026 and 2025, our total revenues were divided among these business segments as follows:

The following table contains our unaudited selected summary financial data for the three and six months ended MarchJune 31,30, 2026 and 2025. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues (in thousands, except percentages).

The following table summarizes our financial results for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages and per share data):

The increase in our total revenues for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, is primarily attributable to an increase in our Hospitality segment of $87.7$88.8 million,million partiallyand offsetan by a decreaseincrease in our Entertainment segment of $10.4$0.7 million, as presented in the tables below.

The increase in our total operating expenses for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, is primarily the result of an increase in our Hospitality segment of $59.4$62.0 million (which includes an increase of $11.9$9.8 million in depreciation and amortization expense), partially offset by a decrease of $4.7$8.8 million in our Entertainment segment, as presented in the tables below.

The above factors resulted in an increase of $21.7$35.1 million and $56.8 million in operating income for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the 2025 period.periods.

Our $6.4$26.2 million increase in net income for the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, was primarily due to the changes in our revenues and operating expenses reflected above, impacted by the following factors, each as described more fully below:

Important factors and trends contributing to our performance during the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, were:

Other importantImportant factors and trends forcontributing to our performance during the threesix months ended,ended andJune as30, of,2026, Marchcompared 31,to 2026the includesix months ended June 30, 2025, were:

Total Segment Results. The following presents the financial results of our Hospitality segment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages and performance metrics):

Total Hospitality segment revenues in the three and six months ended MarchJune 31,30, 2026 include $8.4$10.1 million and $18.5 million, respectively, in attrition and cancellation fee revenue, an increase of $1.6$0.7 million and $2.3 million, respectively, in attrition and cancellation fee collections from the 2025 period.periods.

Other hotel expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 consist of the following (in thousands):

Each of the other hotel expense categories above increased in the three and six months ended MarchJune 31,30, 2026, as compared to the 2025 period,periods, primarily due to the addition of JW Marriott Desert Ridge. Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security. The increase in property taxes during the 2026 periods, as compared to the 2025 periods, also includes an increase at Gaylord Opryland due to the expiration of a previous tax abatement plan. The increase in other expenses, which include supplies, advertising, maintenance costs and consulting costs, during the three2026 months ended March 31, 2026,periods, as compared to the same2025 period in 2025,periods, also includes a slightan increase of various miscellaneous expenses at Gaylord Opryland associated with the increase in business levels.

Each of our management agreements with Marriott requires us to pay Marriott a base management fee based on the gross revenues from the applicable property for each fiscal year or portion thereof. The applicable percentage for our Gaylord Hotels properties, excluding Gaylord Rockies, is approximately 2% of gross revenues, Gaylord Rockies and JW Marriott Desert Ridge are approximately 3% of gross revenues, and JW Marriott Hill Country is approximately 3.5% of gross revenues. Additionally, we pay Marriott an incentive management fee based on the profitability of our hotels. In the three months ended MarchJune 31,30, 2026 and 2025, we incurred $14.0$14.7 million and $11.6$12.3 million, respectively, and in the six months ended June 30, 2026 and 2025, we incurred $28.7 million and $23.9 million, respectively, related to base management fees for our Hospitality segmentsegment. In the three months ended June 30, 2026 and $7.72025, we incurred $8.2 million and $7.6$6.4 million, respectively, and in the six months ended June 30, 2026 and 2025, we incurred $15.9 million and $14.0 million, respectively, related to incentive management fees for our Hospitality segment. Management fees are presented throughout this Quarterly Report on Form 10-Q net of the amortization of the deferred management rights proceeds discussed in Note 5, “Deferred Management Rights Proceeds,” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Total Hospitality segment depreciation and amortization expense increased in the three and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in 2025, primarily due to the increase in depreciable assets associated with JW Marriott Desert Ridge, as well as increases in asset values at Gaylord Texan related to the ongoing rooms renovation and Gaylord Opryland related to the 2026 completion of a sports bar, pavilion and event lawn and the 2025 renovation of an existing ballroom and pre-function space.

Property-Level Results. The following presents the property-level financial results of our Hospitality segment for the three and six months ended MarchJune 31,30, 2026 and 2025.

Gaylord Opryland Results. The results of Gaylord Opryland for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):

Gaylord Palms Results. The results of Gaylord Palms for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):

Gaylord Texan Results. The results of Gaylord Texan for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):

Gaylord National Results. The results of Gaylord National for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):

Gaylord Rockies Results. The results of Gaylord Rockies for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):

JW Marriott Hill Country Results. The results of JW Marriott Hill Country for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (in thousands, except percentages and performance metrics):

JW Marriott Desert Ridge Results. We purchased JW Marriott Desert Ridge on June 10, 2025. The results of JW Marriott Desert Ridge for the three and six months ended MarchJune 31,30, 2026 and for the period ended June 30, 2025 are as follows (in thousands, except percentages and performance metrics):

Total Segment Results. The following presents the financial results of our Entertainment segment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Revenues decreasedincreased slightly in our Entertainment segment in the three months ended MarchJune 31,30, 2026, as compared to the 2025 period, primarilyas dueincreased revenue from our 2026 management of the Ascend Amphitheater was partially offset by a decrease in revenue from Southern Entertainment as the result of the 2026 decision to thediscontinue priora yearless periodprofitable includingfestival anthat increasetook place in produced content related to the Grand Ole Opry’s 100-year celebration, as well as lower revenues at the Grand Ole Opry and Ryman Auditorium related to Winter Storm Fern, which impacted Nashville, Tennessee in January 2026.2025.

Entertainment segment operating expenses decreased in the three months ended MarchJune 31,30, 2026, as compared to the 2025 period, primarily related to a decrease in expenses associated with the discontinuance of the less profitable Southern Entertainment festival noted above, partially offset by variable expenses associated with our 2026 management of the decreaseAscend in revenue.Amphitheater.

Depreciation and amortization remainedincreased stableslightly in the three and six months ended MarchJune 31,30, 2026, as compared to the 2025 period.

Total Segment Results. The following presents the financial results of our Corporate and Other segment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Corporate and Other operating expenses consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology, consulting and other administrative costs. Corporate and Other segment operating expenses increased in the three and six months ended MarchJune 31,30, 2026, as compared to the 2025 period,periods, primarily as a result of an increase in employment expenses.

Preopening costs during the three and six months ended MarchJune 31,30, 2026 include costs associated with Category 10 Las Vegas, which is expected to open in late 2026.

The following table summarizes the other factors which affected our net income for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

The following presents interest expense associated with our outstanding borrowings, including the impact of interest rate swaps, for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Our weighted average interest rate on our borrowings, excluding capitalized interest, but including the impact of interest rate swaps, was 6.4%6.6% and 6.5% for the three months ended June 30, 2026 and 2025, respectively, and 6.5% for each of the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Interest income for the three and six months ended MarchJune 31,30, 2026 and 2025 primarily includes amounts earned on our cash balances, as well as the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable. See Note 6, “Notes Receivable,” to the accompanying condensed consolidated financial statements included herein for additional discussion of interest income on these bonds.

As a result of the March 2026 redemption of our previous outstanding $700.0 million 4.75% senior notes due 2027, we recognized a loss on extinguishment of debt of $2.2 million in the threesix months ended MarchJune 31,30, 2026.

Other gains and (losses), net for the three and six months ended MarchJune 31,30, 2026 and 2025 includes miscellaneous items.

For the three months ended MarchJune 31,30, 2026 and 2025, we recorded an income tax provision of $6.9$12.1 million and $4.2$7.8 million, respectively, and for the six months ended June 30, 2026 and 2025, we recorded an income tax provision of $19.0 million and $12.0 million, respectively, related to our TRSs. The change in the income tax provision for the 2026 period,periods, as compared to the 2025 period,periods, relates to changes in income at our TRSs.

The following is a reconciliation of our consolidated GAAP net income to EBITDAre, Adjusted EBITDAre, and Adjusted EBITDAre, Excluding Noncontrolling Interest for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

The following is a reconciliation of our consolidated GAAP net income available to common stockholders to FFO and Adjusted FFO for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

Cash Flows Provided By Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During the threesix months ended MarchJune 31,30, 2025,2026, our net cash flows provided by operating activities were $98.2$321.9 million, primarily reflecting our net income before depreciation expense, amortization expense and other non-cash charges of $136.0$354.9 million, partially offset by unfavorable changes in working capital of $37.8$32.9 million. The unfavorable changes in working capital primarily resulted from an increase in accounts receivable due to a seasonal increase in group business at our hotel properties andproperties, a decrease in accounts payable and accrued liabilities primarily related to the payment of accrued compensation, property taxes and interest.compensation, Thesea unfavorable changesdecrease in workingadvanced capitalticket werepurchases partiallyat offsetSouthern byEntertainment andue increaseto 2026 festivals occurring in June 2026, and a decrease in advanced room deposits on future hotel stays anddue advancedto ticketthe purchasestiming atof ourreceipts. OEGThe venues.unfavorable changes in working capital are partially offset by an increase in general accounts payable due to the timing of payments.

Cash Flows Used In Investing Activities. During the threesix months ended MarchJune 31,30, 2026, our primary use of funds for investing activities was purchases of property and equipment, which totaled $113.7$241.2 million,million and consisted primarily of a rooms renovationrenovations at Gaylord Texan and the preparation for a rooms renovation at JW Marriott Hill Country; projects at Gaylord Opryland, including a meeting space expansion and the development of a sports bar, pavilion and event lawn; the construction of Category 10 Las Vegas; and ongoing maintenance capital expenditures for each of our existing properties.

During the threesix months ended MarchJune 31,30, 2025, our primary useuses of funds for investing activities were the use of $862.0 million to purchase JW Marriott Desert Ridge and purchases of property and equipment, which totaled $112.7$182.2 million,million. Purchases of property and equipment consisted primarily of projects at Gaylord Opryland, including the meeting space expansion, the renovation of aan existing ballroom and pre-function spacespace, and the development of the sports bar, pavilion and event lawn at Gaylord Opryland; the preparation for the rooms renovation at Gaylord Texan; and ongoing maintenance capital expenditures for each of our existing properties.

Cash Flows Provided By (Used In) Financing Activities. Our cash flows from financing activities primarily reflect the incurrence and repayment of long-term debt and the payment of cash distributions. During the threesix months ended MarchJune 31,30, 2026, our net cash flows used in financing activities were $104.1$182.3 million, primarily reflecting the issuance of $700.0 million in senior notes and the redemption of $700.0 million in senior notes, the payment of $77.5$153.7 million in cash distributions, and the payment of $19.2$19.3 million in deferred financing costs.